Erik Bradbury - May 5, 2022 Form 4 Insider Report for DraftKings Inc. (DKNG)

Signature
/s/ Faisal Hasan, attorney-in-fact
Stock symbol
DKNG
Transactions as of
May 5, 2022
Transactions value $
$0
Form type
4
Date filed
5/9/2022, 07:18 PM
Previous filing
Apr 1, 2022
Next filing
Nov 25, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DKNG Class A Common Stock Award +3.93K 3.93K May 5, 2022 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DKNG Restricted Stock Units Award +2.46K 2.46K May 5, 2022 Class A Common Stock 2.46K Direct F1, F2, F3, F4, F5
transaction DKNG Restricted Stock Units Award +2.35K 2.35K May 5, 2022 Class A Common Stock 2.35K Direct F1, F2, F3, F4, F6
transaction DKNG Restricted Stock Units Award +15.4K 15.4K May 5, 2022 Class A Common Stock 15.4K Direct F1, F2, F3, F4, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated August 9, 2021 (the "Merger Agreement"), between DraftKings Inc. (now known as DraftKings Holdings Inc.) ("Old DraftKings"), Golden Nugget Online Gaming, Inc., New Duke Holdco, Inc. (now known as DraftKings Inc.) ("New DraftKings"), Duke Merger Sub, Inc. ("DK Merger Sub") and Gulf Merger Sub, Inc., upon the consummation of the merger of DK Merger Sub with and into Old DraftKings at 12:01 a.m. Eastern Time on May 5, 2022 (the "DraftKings Merger"), each issued and outstanding share of Class A common stock, par value $0.0001 per share, of Old DraftKings ("Old DraftKings Class A Common Stock") was converted into the right to receive one share of Class A common stock, par value $0.0001 per share, of New DraftKings ("New DraftKings Class A Common Stock"). The acquisition of the New DraftKings Class A Common Stock is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange (continued on footnote 2)
F2 (Continued from footnote 1) Act"), pursuant to Rule 16b-3 and Rule 16b-7 under the Exchange Act. Contemporaneously with the filing of this Form 4 to reflect the acquisition of New DraftKings Class A Common Stock by the Reporting Person in connection with the consummation of the DraftKings Merger, the Reporting Person is filing a Form 4 with respect to Old DraftKings to report the disposition by such Reporting Person of an equal number of shares of Old DraftKings Class A Common Stock in connection with the consummation of the DraftKings Merger. This Form 4 only reports the acquisition of securities of the Reporting Person pursuant to the Merger Agreement and does not reflect the purchase of securities by the Reporting Person.
F3 Pursuant to the Merger Agreement and in connection with the consummation of the DraftKings Merger, each outstanding restricted stock unit denominated in Old DraftKings Class A Common Stock (collectively, the "Old DraftKings RSUs") was converted into an equivalent restricted stock unit denominated in New DraftKings Class A Common Stock (collectively, the "New DraftKings RSUs"), each of which represents a contingent right to receive one share of New DraftKings Class A Common Stock. Contemporaneously with the filing of this Form 4 to reflect the acquisition of New DraftKings RSUs by the Reporting Person in connection with the consummation of the DraftKings Merger, the Reporting Person is filing a Form 4 with respect to Old DraftKings to report the disposition by such Reporting Person of an equal number of Old DraftKings RSUs in connection with the consummation of the DraftKings Merger. (continued on footnote 4)
F4 (Continued from footnote 3) This Form 4 only reports the acquisition of securities of the Reporting Person pursuant to the Merger Agreement and does not reflect the purchase of securities by the Reporting Person. As used herein, the term "RSUs" refers to (i) Old DraftKings RSUs prior to the DraftKings Merger and (ii) New DraftKings RSUs following the DraftKings Merger, in each case, unless the context requires otherwise.
F5 On September 10, 2020, the Reporting Person was granted 3,937 RSUs. 25% of the RSUs vested on October 10, 2021, and the remaining 75% of the RSUs vest in equal quarterly installments over the three (3) years following such first vesting date.
F6 On February 24, 2021, the Reporting Person was granted 3,127 RSUs vesting quarterly over four (4) years.
F7 On March 1, 2022, the Reporting Person was granted 15,422 RSUs vesting quarterly over four (4) years.